Colonia Real Estate AG / Issue of Debt
21.04.2010 10:03
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Colonia Real Estate AG issues convertible bonds with a five-year maturity
- Issue volume of up to approximately EUR 19,000,000
- Subscription period from April 22, 2010 to May 5, 2010
- Publication of conversion price, subscription price, principal amount
per Bond and aggregate principal amount as well as redemption price and
interest rate presumably on April 29, 2010
Cologne, April 21, 2010 - The management board of Colonia Real Estate AG
(the 'Company') has today resolved, with the consent of the Company's
supervisory board, to issue additional convertible bonds with a five-year
maturity.
The Company offers its shareholders convertible bonds with an aggregate
principal amount of up to approximately EUR 19,000,000, each such bond with
an initial conversion right for one ordinary bearer share of the Company
with no par value (no par value share) and representing a notional par
value of EUR 1.00 and full dividend rights for the financial year of their
issuance (hereinafter, the 'Bonds'). The subscription ratio is 82:9 (that
is, 82 shares held entitle to receive 9 Bonds). The subscription period
runs from April 22, 2010 (inclusive) to May 5, 2010 (inclusive). With the
consent of the Company's supervisory board, the management board of the
Company has excluded subscription rights for fractional amounts which arise
as a result of the subscription ratio. Neither the Company nor UBS Limited
as sole manager or the subscription agent will organize trading in
subscription rights; such trading is also not envisaged.
The Company plans to use the issue proceeds from the Bonds to repay its
existing high-yield mezzanine loans with a full nominal amount of EUR 15.25
million, which were originally to become due for repayment end of 2010 and
mid 2012, respectively. As a result of the repayment of the mezzanine loans
and the more favourable conditions resulting from the Bonds, the Company
will improve both its financing structure and its current cashflow as a
result of a reduction in interest expense. The remaining proceeds from the
Bonds are to be used to finance additional capital expenditure in real
estate properties.
In addition to improving the financing structure of the Company, the
Company focuses on continually improving its cash flow in the 2010 fiscal
year. The Company also intends to strengthen its residential property
portfolio. By acquisitions and measures to add value to the business, the
Company intends to increase the income from real estate property and the
cash flow of the Company as well as to reduce vacancies.
The Company intends to apply for inclusion of the Bonds to trading on the
Open Market (Freiverkehr) of the Frankfurt Stock Exchange on or about May
11, 2010.
The publication of the conversion price, subscription price, principal
amount per Bond and aggregate principal amount of the Bonds as well as
redemption price and interest rate is expected to take place on April 29,
2010. It is planned to offer the Bonds not subscribed for in the
subscription offer to selected institutional investors in an international
private placement. For this purpose, the Bonds will be placed in a
book-building procedure by UBS Limited as sole manager or by Silvia Quandt
& Cie. AG and ACON Actienbank AG as selling agents presumably from April
22, 2010 until April 29, 2010, subject to the exercise of subscription
rights by shareholders. Based on the results of the book-building
procedure, the interest rate as well as the redemption price and the
effective interest rate for all of the Bonds will be determined. The
interest rate is intended to be between 5.5% and 6.0% p.a. and the
effective interest rate between 8.0% and 9.0% p.a. The initial conversion
price will amount to 130% of the volume-weighted average price of the
Company's shares in XETRA trading on the Frankfurt Stock Exchange between
April 22, 2010 (inclusive) and April 29, 2010 (inclusive). The principal
amount per Bond and the subscription price for the Bonds will correspond to
the initial conversion price.
The Management Board
Cologne, April 21, 2010
Colonia Real Estate AG
ZeppelinstraÃe 4-8
D-50677 Cologne
Admission: regulated market segment (regulierter Markt) of the Frankfurt
Stock Exchange (Prime Standard)
ISIN: DE0006338007
WKN: 633800
Contact:
Claudia Kellert
Head of Investor Relations & Communications
tel.: +49 (0) 221 71 60 71-0
fax: +49 (0) 221 71 60 71-99
e-mail: ir@cre.ag
Website: www.cre.ag
IMPORTANT NOTE
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR
TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
This ad hoc announcement is made solely for information purposes and does
not constitute or form part of, and should not be construed as an offer or
an invitation to sell, or issue or the solicitation of any offer to buy or
subscribe for the Bonds mentioned in this ad hoc announcement or any other
securities of Colonia Real Estate AG. In connection with this transaction
there has not been, nor will there be, any public offering of the Bonds. No
prospectus will be prepared in connection with the offering of the Bonds.
The Bonds may not be offered to the public in any jurisdiction in
circumstances which would require the Issuer of the Bonds to prepare or
register any prospectus or offering document relating to the Bonds in such
jurisdiction. The distribution of this ad hoc announcement and the offer
and sale of the Bonds in certain jurisdictions may be restricted by law.
Any persons reading this ad hoc announcement should inform themselves of
and observe any such restrictions.
This ad hoc announcement does not constitute an offer to sell or a
solicitation of an offer to purchase any securities in the United States.
The securities referred to herein (including the Bonds, the subscription
rights and the shares of Colonia Real Estate AG) have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the
'Securities Act'), and may not be offered or sold in the United States or
to or for the account or benefit of U.S. persons, except in a transaction
not subject to, or pursuant to an applicable exemption from, the
registration requirements of the Securities Act. This ad hoc announcement
and the information contained herein may not be distributed or sent into
the United States, or in any other jurisdiction in which offers or sales of
the securities described herein would be prohibited by applicable laws and
should not be distributed to United States persons or publications with a
general circulation in the United States. No offering of the Bonds, the
corresponding subscription rights or of the shares, in which the Bonds may
convert, is being made in the United States.
In the United Kingdom, this ad hoc announcement is only being distributed
to and is only directed at (i) persons who have professional experience in
matters relating to investments falling within Article 19(1) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the 'Order') and (ii) high net worth entities falling within Article 49(2)
of the Order and (iii) persons to whom it would otherwise be lawful to
distribute it (all such persons together being referred to as 'relevant
persons'). The Bonds are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Bonds will be
engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this ad hoc announcement or any of its
contents.
Contact:
Claudia Kellert
Head of Investor Relations and Communication
Colonia Real Estate AG
Zeppelinstr. 4-8
50667 Cologne, Germany
Phone +49 (0)221 71 60 71 0
Fax +49 (0) 221 71 60 71 99
E-Mail: ir@cre.ag
edicto GmbH
Axel Mühlhaus
Phone +49 (0)69 90 55 05 52
E-Mail: amuehlhaus@edicto.de
21.04.2010 10:03 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Medienarchiv at |[![CDATA[|[a href="http://www.dgap-medientreff.de"|]www.dgap-medientreff.de|[/a|]]]|] and |[![CDATA[|[a href="http://www.dgap.de"|]www.dgap.de|[/a|]]]|]
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Language: English
Company: Colonia Real Estate AG
Zeppelinstr. 4 - 8
50667 Köln
Deutschland
Phone: +49 221-716071-0
Fax: +49 221-716071-99
E-mail: ir@cre.ag
Internet: www.cre.ag
ISIN: DE0006338007
WKN: 633800
Indices: SDAX, GPR 250, MSCI Germany Small Cap Index, FTSE EPRA/
NAREIT, E&G DIMAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, München, Hannover, Düsseldorf, Hamburg, Stuttgart
End of News DGAP News-Service
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DGAP-Adhoc: Colonia Real Estate AG issues convertible bonds with a five-year maturity
| Source: EQS Group AG